SEC Comment Letter for NFT (MI) — Aug 21, 2025
NFT Ltd
Date: Aug. 21, 2025 · CIK: 0001958713 · Accession: 0000000000-25-008889
AI Filing Summary & Sentiment
File numbers found in text: 333-288243
Letter
August 21, 2025 Kuangtao Wang Chief Executive Officer and Chairman NFT Limited Office Q 11th Floor, Kings Wing Plaza 2, No.1 Kwan Street, Sha Tin, New Territories Hong Kong Re:NFT Limited Amendment No. 1 to Registration Statement on Form F-1 Filed August 15, 2025 File No. 333-288243 Dear Kuangtao Wang: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our June 30, 2025 letter. Amendment No. 1 to Registration Statement on Form F-1 General We note your response to prior comment 1. Please address the following: •With a view towards revised disclosure, please tell us why the conversion price remained the same at $2.1614 when the company agreed to amend the Notes to provide registration rights on June 3, 2025. You state in the response letter that the registration of the Ordinary Shares was a "contractual obligation of the Company following the Selling Stockholders' payment of the full conversion price for the Ordinary Shares issuable upon conversion of the Notes issued in the private placement financing and not a condition precedent thereto." Please clarify in your disclosure whether the Selling •1.
August 21, 2025 Page 2 Stockholders have converted their Notes and at what price. •You state in the response letter and in various places throughout the prospectus that the Selling Stockholders are restricted from converting the Notes to the extent that such conversion would result in the Selling Stockholder's beneficial ownership exceeding 4.99%, or, if the Company's market capitalization is less than $15,000,000, 9.99%. However, it appears that you removed Sections 11 and 12, which included such ownership limitations, from the Amended and Restated Convertible Promissory Note. Please revise your analysis accordingly and make appropriate revisions to your prospectus. Please contact Irene Paik at 202-551-6553 or Sonia Bednarowski at 202-551-3666 with any questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc:Joan Wu, Esq.
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August 21, 2025
Kuangtao Wang
Chief Executive Officer and Chairman
NFT Limited
Office Q 11th Floor, Kings Wing Plaza 2,
No.1 Kwan Street, Sha Tin, New Territories
Hong Kong
Re:NFT Limited
Amendment No. 1 to Registration Statement on Form F-1
Filed August 15, 2025
File No. 333-288243
Dear Kuangtao Wang:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments. Unless we note
otherwise, any references to prior comments are to comments in our June 30, 2025 letter.
Amendment No. 1 to Registration Statement on Form F-1
General
We note your response to prior comment 1. Please address the following:
•With a view towards revised disclosure, please tell us why the conversion price
remained the same at $2.1614 when the company agreed to amend the Notes to
provide registration rights on June 3, 2025.
You state in the response letter that the registration of the Ordinary Shares was a
"contractual obligation of the Company following the Selling Stockholders'
payment of the full conversion price for the Ordinary Shares issuable upon
conversion of the Notes issued in the private placement financing and not a
condition precedent thereto." Please clarify in your disclosure whether the Selling •1.
August 21, 2025
Page 2
Stockholders have converted their Notes and at what price.
•You state in the response letter and in various places throughout the prospectus
that the Selling Stockholders are restricted from converting the Notes to the extent
that such conversion would result in the Selling Stockholder's beneficial
ownership exceeding 4.99%, or, if the Company's market capitalization is less
than $15,000,000, 9.99%. However, it appears that you removed Sections 11 and
12, which included such ownership limitations, from the Amended and Restated
Convertible Promissory Note. Please revise your analysis accordingly and make
appropriate revisions to your prospectus.
Please contact Irene Paik at 202-551-6553 or Sonia Bednarowski at 202-551-3666
with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Joan Wu, Esq.